Gems Education issues $200m hybrid sukuk

Dubai, November 17, 2013

Corporate hybrids appear to be in vogue in the Gulf after Emirati schools operator Gems Education last week followed Saudi Arabia's Almarai and the UAE's Majid Al Futtaim in issuing bonds that also receive equity treatment.

On Thursday, Gems Education issued a $200 million, perpetual non-call five hybrid sukuk, though the deal came with one of the highest yields from a Gulf issuer. It was only the second US dollar hybrid bond issue from a Gulf company other than a bank.

But investors needed some convincing to put money into a subordinated bond from an unrated company, and Gems Education had to compromise on size and price.

The par-priced deal came at the wide end of initial price thoughts of 11.75-12.00 per cent and raised $100 million less than its ideal target.

The market was soft in the first half of the week which, together with the structure, meant the deal was a tough sell with the execution process stretching over three days. Making matters harder for the leads was the fact there were no obvious peers.

"When we first started talking to investors, they were saying the deal could price anywhere between 8 per cent and 12 per cent," a banker close to the deal said.

"But then the market drove them to the 12 per cent level and the issuer had the maturity to take it."

A rival banker said: "I wouldn't have started any tighter, despite the very generous (profit rate). They don't have any benchmarks around that name. If you want institutions to buy the company, you need to offer a good three or four points over Majid Al Futtaim."

MAF, rated BBB/BBB, last month issued a $500 million, 7.125 per cent perpetual non-call five note at par. On Thursday, that note was trading at 98.5 to yield 7.5 per cent, according to Tradeweb.

"I don't agree that investors looked at MAF. That's a much bigger and rated company. There are no real obvious peers for (Gems), so in that sense it was a true price discovery process," a lead banker said.

"When we went to market we said clearly the deal size would be $200 million to $300 million, so the deal was in line with that."

While there are no official allocation statistics, a large part of the buying was from the Gulf region, but Asian, London and Swiss accounts also participated.

By investor type, it was a good mix of asset managers, private banks and local banks, the lead banker said.

The profit rate on the mudaraba steps up by 500 basis points if the notes are not called. There was a 50 cents private bank rebate.

Gems is run by Sunny Varkey, owner and chairman of the group. Buyout firm Abraaj bought a 25 per cent stake in 2007, but restructured the holding into a loan instrument in 2011, Abraaj said at the time. That loan has now been taken out.

The business thrives on a desperately underserved market for education in the UAE and many Emiratis have money to spend.